KRC insider Justin Smart receives 3,034 shares via RSU credits
Rhea-AI Filing Summary
Justin William Smart, President and officer of Kilroy Realty Corporation (KRC), reported grants and crediting of restricted stock units on 10/08/2025. The report shows a non‑derivative acquisition of 3,034.8012 shares (transaction coded A), recorded at $0 as these reflect restricted stock unit settlements or dividend equivalent grants rather than open‑market purchases. Table II lists two crediting events of restricted stock units: 595.9288 and 629.4748 RSUs, each converting to the same number of underlying common shares, increasing the reporting person’s beneficial ownership. The filing explains these credits are dividend equivalents tied to previously granted awards under the Kilroy Realty 2006 Incentive Award Plan and that certain performance units awarded in 2023 and 2024 remain subject to time‑based vesting and performance conditions through year‑end 2025 and 2026 respectively.
Positive
- Increased insider alignment: crediting of RSUs and dividend equivalents raises the officer’s beneficial ownership
- Transparency: the Form 4 discloses the mechanic and ties credits to specific 2023 and 2024 performance awards
Negative
- No cash investment signal: the reported $0 price indicates these were awards, not open‑market purchases
- Vesting uncertainty: significant portions remain subject to time‑based vesting through 12/31/2026
Insights
RSU credits and dividend equivalents increased reported holdings without cash purchase.
The entries show restricted stock unit crediting and the conversion of dividend equivalents into additional RSUs rather than open market buys. The non‑derivative line for 3,034.8012 shares at $0 aligns with award settlement mechanics where shares are recorded upon vesting or crediting.
Key dependencies include the stated 2023 and 2024 performance awards that remain subject to time‑based vesting through 2025 and 2026; investors can watch those vesting dates for potential additional share delivery.
Officer disclosures reflect routine equity compensation and are material to insider ownership metrics.
The filing updates beneficial ownership totals and details that dividend equivalent credits increase the minimum number of units eligible to vest for performance awards. These mechanics raise reported ownership but do not indicate a cash investment or change in control.
Potential governance signals include the officer’s increased alignment with equity through award credits; monitor the 12/31/2025 and 12/31/2026 performance period ends for final vesting outcomes that could further change share counts.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 595.929 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 629.475 | $0.00 | -- |
| Grant/Award | Common stock, par value $0.01 per share | 3,034.801 | $0.00 | -- |
Footnotes (1)
- Grant of restricted stock units in respect of dividend equivalent rights with respect to underlying restricted stock unit awards previously reported on Table I, which were granted pursuant to the Kilroy Realty 2006 Incentive Award Plan and the terms of the applicable award agreement. Crediting of restricted stock units in respect of dividend equivalent rights with respect to underlying restricted stock unit awards previously reported on Table II, which were granted pursuant to the Kilroy Realty 2006 Incentive Award Plan and the terms of the applicable award agreement. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The reporting person was awarded performance units in 2023 covering a three-year performance period ending December 31, 2025. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2023 and 2024 performance. The number of units reported reflects the additional minimum number of units eligible to vest as a result of the crediting of restricted stock units in respect of dividend equivalent rights. The units remain subject to additional time-based vesting requirements. The reporting person was awarded performance units in 2024 covering a three-year performance period ending December 31, 2026. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2024 performance. The number of units reported reflects the additional minimum number of units eligible to vest as a result of the crediting of restricted stock units in respect of dividend equivalent rights. The units remain subject to additional time-based vesting requirements.
